SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 27)
SOLICITATION/RECOMMENDATION STATEMENT
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
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ITT CORPORATION
(Name of Subject Company)
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ITT CORPORATION
(Name of Person(s) Filing Statement)
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Common Stock, no par value
(including the associated Series A Participating
Cumulative Preferred Stock Purchase Rights)
(Title of Class of Securities)
450912 10 0
(CUSIP Number of Class of Securities)
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RICHARD S. WARD, Esq.
Executive Vice President,
General Counsel and Corporate Secretary
ITT Corporation
1330 Avenue of the Americas
New York, NY 10019-5490
(212) 258-1000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
PHILIP A. GELSTON, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
(212) 474-1000
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INTRODUCTION
The Solicitation/Recommendation Statement on Schedule 14D-9
(the "Schedule 14D-9") originally filed on February 12, 1997, by ITT
Corporation, a Nevada corporation (the "Company"), relates to an offer
by HLT Corporation, a Delaware corporation ("HLT") and a wholly owned
subsidiary of Hilton Hotels Corporation, a Delaware corporation
("Hilton"), to purchase 61,145,475 shares of the common stock, no par
value (including the associated Series A Participating Cumulative
Preferred Stock Purchase Rights), of the Company. All capitalized
terms used herein without definition have the respective meanings set
forth in the Schedule 14D-9.
Item 8. Additional Information to Be Furnished.
On August 11, 1997, the Company commenced its previously
announced cash Debt Tender Offer. The offer is made only pursuant to
the offer to purchase. A copy of a press release announcing the
commencement of the Debt Tender Offer is filed as Exhibit 84 hereto
and is incorporated herein by reference.
Item 9. Exhibits.
The response to Item 9 is hereby amended by adding the
following new exhibit:
84. Text of Press Release issued by the Company
dated August 11, 1997.
1
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SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is
true, complete and correct.
ITT CORPORATION
By /s/ RICHARD S. WARD
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Name: Richard S. Ward
Title: Executive Vice President,
General Counsel and
Corporate Secretary
Dated as of August 11, 1997
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EXHIBIT INDEX
Exhibit Description Page No.
(84) Text of Press Release issued by the Company
dated August 11, 1997.......................
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[Exhibit 84]
[Letterhead of ITT Corporation]
DATE: August 11, 1997
CONTACT: Jim Gallagher
TELEPHONE: 212-258-1261
FOR IMMEDIATE RELEASE
ITT CORPORATION LAUNCHES
CASH TENDER OFFER FOR DEBT SECURITIES
NEW YORK, NY, August 11, 1997 -- Pursuant to the
comprehensive plan approved by its Board on July 15, 1997, ITT
Corporation (NYSE: ITT) announced today that it has launched its
previously announced cash tender offer to purchase any and all of the
following ITT Corporation debt securities:
o $700MM 6.25% Notes due November 15, 2000
o $250MM 6.75% Notes due November 15, 2003
o $450MM 6.75% Notes due November 15, 2005
o $450MM 7.375% Debentures due November 15, 2015
o $150MM 7.75% Debentures due November 15, 2025
The tender offer is being made on a "fixed spread basis"
with actual pricing to be determined two business days prior to the
expiration of the offer. The purchase price for each series will be
determined by reference to the applicable fixed spread over the yield
to maturity of the applicable reference U.S. Treasury security. The
offer to purchase and withdrawal rights will expire at 5:00 p.m. New
York City time on Tuesday, September 9, 1997, unless extended.
The offer is conditioned upon receipt of all approvals
required for the offer and the previously
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Page Two
ITT Corporation Launches Cash Tender Offer For Debt Securities
announced spin-off of ITT's hotel and gaming business and
equity self-tender. Other terms and conditions of the tender offer are
set forth in the Offer to Purchase.
The Dealer Managers for the debt tender offer are Goldman,
Sachs & Co. The information agent is Georgeson & Company Inc. and
Citibank, N.A. will serve as Depositary.
Requests for copies of the Offer to Purchase should be
directed to the Information Agent, Georgeson & Company Inc., at
800-223-2064. Questions concerning the terms of the Offer to Purchase
should be directed to the Dealer Managers, Goldman, Sachs & Co., at
800-828-3182.
- ITT -
